55A - RESO - STREET LIGHT SYSTEM

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5.4 "AS IS" SALE. THE FACILITIES ARE BEING TRANSFERRED "AS IS, WHERE IS, AND WITH ALL FAULTS" IN THEIR EXISTING CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SCE, EXPRESS, IMPLIED OR STATUTORY, AND WITHOUT RECOURSE AGAINST SCE. 5.5 Specific Disclaimer Regarding Land Rights. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SCE IS NOT ASSIGNING OR OTHERWISE TRANSFERRING ITS RIGHT, TITLE AND INTEREST IN AND TO ANY LAND RIGHTS (OR ANY CLAIM, RIGHT OR BENEFIT ARISING UNDER OR RESULTING FROM SUCH LAND RIGHTS) IN CONNECTION WITH ITS SALE OF THE FACILITIES TO BUYER, AND BUYER ASSUMES ANY AND ALL RISKS AND LIABILITIES IN CONNECTION WITH THE ABSENCE OF ADEQUATE OR APPROPRIATE LAND RIGHTS. 5.6 Maintenance of Facilities Prior to Closing. From the Effective Date until the Closing Date, SCE will, at its expense, operate and maintain the Facilities in accordance with SCE's rate "Schedule LS -1 LIGHTING - STREET AND HIGHWAY - UNMETERED SERVICE COMPANY-OWNED SYSTEM," and consistent with SCE's custom and past practices. 5.7 New Facilities. Until the Commencement Date, SCE may continue to install new streetlights in the City of Santa Ana in accordance with SCE's standard practices and tariffs and CPUC rules and regulations. 6. COMMENCEMENT_ AND POST -COMMENCEMENT ACTIVITIES. 6.1 Commencement Date. The"Commencement Date" shall be the date that is five (5) working days after the CPUC Approval Date. 6.2 Actions on Commencement Date. On or before the Commencement Date the Parties shall commence the following actions for the Facilities to be transferred to Buyer: (a) For a period not to exceed six (6) months following the Commencement Date (the "Inventory Inspection Period"), the Parties will perform their respective Inventory inspection Activities set forth in Exhibit C, including identifying any Reconfigured Facilities. SCE's Local Service Planning office shall provide written notice to Buyer before the expiration of the Inventory Inspection Period identifying any potential Reconfigured Facilities and stating the work necessary to reconfigure such facilities for sale to Buyer and the estimated time and cost to complete the work ("Reconfigured Facilities Notice"). (b) For a period of ten (10) Business Days following Buyer's receipt of the Reconfigured Facilities Notice, Buyer shall have the right to accept or reject the Reconfigured Facilities described in the Reconfigured Facilities Notice, which Page 10 of 24 55A-22